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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Plan year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________________ to _________________
Commission file number 1-3523
A. Full title of the Plan:
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
B. Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
WESTERN RESOURCES, INC.
818 Kansas Avenue
Topeka, Kansas 66612
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Report of Independent Public Accountants
To the Investment and Benefits Committee of
Western Resources, Inc. Employees' 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN (the Plan),
as of December 31, 1999 and 1998, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Kansas City, Missouri,
June 16, 2000
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
ASSETS
Investments (See Note 3) $311,056,169 $297,681,831
Interest and Dividends Receivable 1,048,352 712,136
Total Assets 312,104,521 298,393,967
LIABILITIES
Accounts Payable 165,122 -
NET ASSETS AVAILABLE FOR BENEFITS $311,939,399 $298,393,967
The accompanying notes to financial statements
are an integral part of these statements.
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
ADDITIONS:
INVESTMENT INCOME-
Net Appreciation (Depreciation)in
Fair Value of Investments $ (9,483,118) $ 709,357
Interest 3,879,234 5,427,406
Dividends 22,311,206 15,189,930
Total Investment Income 16,707,322 21,326,693
CONTRIBUTIONS:
Participant 10,619,755 10,839,602
Employer 2,991,283 3,154,108
Rollover 338,278 61,002
Total Contributions 13,949,316 14,054,712
Total Additions 30,656,638 35,381,405
DEDUCTIONS:
Benefits Paid to Participants 17,083,036 15,672,209
Other 28,170 45,168
Total Deductions 17,111,206 15,717,377
TRANSFERS TO OTHER PLANS - (109,158,738)
NET INCREASE (DECREASE) 13,545,432 (89,494,710)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 298,393,967 387,888,677
End of year $311,939,399 $298,393,967
The accompanying notes to financial statements
are an integral part of these statements.
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) PLAN DESCRIPTION:
The following brief description of the Western Resources, Inc. (the Company)
Employees' 401(k) Savings Plan (the Plan) is provided for general information
purposes only. Participants should refer to the plan document for more
complete information.
(a) General--The Plan is a defined contribution plan, designed to assist
eligible employees in establishing a regular savings plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA), as amended.
(b) Contributions--Participants of the plan are allowed to make tax
deferred contributions of between 1 percent and 14 percent of earnings
subject to certain Internal Revenue Code limits. In addition to or
instead of pretax cash contributions, participants can elect to make
after-tax contributions of between 1 percent and 4 percent of earnings.
Contributions up to the first 6 percent of a participant's earnings are
matched 50 percent by the Company. The matching Company contribution may
be made in either cash or in Western Resources, Inc. common stock. If
company matching contributions are made in the form of Company stock
such contributions may not be transferred to other investment funds.
Participants are fully vested in all contributions and earnings thereon.
The Plan allows rollover contributions into the Plan.
Active participants were allowed to make additional contributions each
quarter to meet the maximum contribution percentage based on their
annual compensation. These contributions are considered in determining
matching employer contributions. Matching employer contributions are
suspended for a period of six months in the event that a participant
withdrew money from after-tax and/or company-match accounts.
Upon retirement, death, disability or termination of employment, all
vested balances are paid to the participant or the participant's
beneficiaries in accordance with plan terms.
(c) Participant Accounts--A separate account is maintained for each
participant. Allocations to participant accounts for employer and
employee contributions are made when the contributions are received by
the trustee. Allocations to participant accounts for the net of
interest, dividends, realized and unrealized changes in investment gains
and losses and plan expenses are made when such amounts are earned or
incurred.
(d) Loans to Participants--Participants are permitted to borrow a
specified portion of the balance in their individual account. Loan
interest rates and terms are established by the Investment and Benefits
Committee and all loans must be approved by that Committee. Loans are
evidenced by promissory notes payable to the Plan over 1 to 5 years for
general purpose loans and up to 30 years for principle residence loans,
provided the age criteria is met.
(e) Tax Status--The Plan obtained its latest determination letter on
May 15, 1996, in which the Internal Revenue Service stated the Plan, as
then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. The plan administrator believes the plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes is included in these financial statements.
(f) Plan Termination--Although it has not expressed an intent to do so,
the Company is free to terminate the Plan at any time subject to the
provisions of ERISA. Upon termination, all participant accounts remain
fully vested.
(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting--The Plan's financial statements are maintained
on the accrual basis. Employer and employee contributions are accrued
as the employees' salaries are earned.
(b) Use of Estimates--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(c)Administrative Expenses--All administrative expenses of the Plan were
paid by the Company with the exception of loan administrative charges
which were paid by the participants. The Company has no continuing
obligation to pay these expenses.
(d) Investment Valuation--The Plan's investments are stated at fair
value except for its investment contracts, which are valued at contract
value which approximate market as determined by the custodian. Quoted
market prices are used to value investments. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at year end.
(3) INVESTMENTS:
The following investments represent over 5% of net assets available for
benefits at December 31:
1999 1998
Vanguard Windsor Fund $ 72,956,350 $ 75,724,206
Western Resources, Inc.
Common Stock Fund* 35,261,477* 44,549,846*
Fidelity Magellan Fund 50,206,306 40,652,666
Vanguard PRIMECAP Fund 40,840,917 27,232,014
Vanguard 500 Index Fund 24,950,306 19,369,245
*Nonparticipant-directed
The net appreciation (depreciation) in fair value of investments included in
the statement of changes in net assets available for plan benefits for the
year ended December 31, 1999, consisted of the following:
Fidelity Magellan Fund $ 5,648,458
Vanguard 500 Index Fund 3,901,348
Vanguard International Growth Fund 391,108
Vanguard PRIMECAP Fund 8,669,131
Vanguard Total Bond Market
Index Fund (104,947)
Vanguard Wellington Fund (643,711)
Vanguard Windsor Fund (1,057,370)
Western Resources, Inc.
Common Stock Fund (26,317,135)
Net Depreciation in Fair
Value of Investments $(9,483,118)
(4) INVESTMENT CONTRACTS WITH INSURANCE COMPANIES:
The Plan has entered into investment contracts with several insurance
companies. Each insurance company maintains contributions in a general
account. The accounts are credited with earnings on the underlying
investments and charged for participant withdrawals and administrative
expenses. The contracts are included in the accompanying statements of net
assets available for benefits at contract value as reported to the Plan by the
custodian. Contract value represents contributions made under the contract,
plus earnings, less participant withdrawals and administrative expenses. The
crediting interest rate of the investment contracts ranged from 5.5 percent to
7.2 percent as of December 31, 1999 and 5.5 percent and 7.1 percent as of
December 31, 1998.
(5) PARTICIPANT-DIRECTED FUND INVESTMENTS:
The Accounting Standards Executive Committee issued Statement of Position 99-3
"Accounting For and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" (SOP) which eliminates the requirement for a
defined contribution plan to disclose participant-directed investment
programs. The SOP was adopted for the 1999 financial statements and as such,
the 1998 financial statements have been reclassified to eliminate participant
directed fund investment program disclosures.
(6) NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the net assets and the significant components of the changes
in net assets related to the nonparticipant-directed investments is as follows
at December 31:
1999
Net Assets:
Western Resources, Inc.
Common Stock Fund $742,519
Changes in Net Assets Available for Benefits:
Net Depreciation (270,248)
Dividends 39,267
Contributions $983,288
Disbursements & Transfers to
participant-directed investments (9,788)
$742,519
(7) ONEOK TRANSFER:
Effective November 30, 1997, the Company sold substantially all of its gas
operations to ONEOK, Inc., in exchange for a 45-percent ownership interest in
ONEOK, Inc. On November 30, 1997, employees who were participants in Western
Resources, Inc. Employees' 401(k) Savings Plan, as amended, became
participants in the ONEOK, Inc. KGS 401(k) Thrift Plan (the ONEOK Plan). At
July 31, 1998, the fair market value of those employees' accounts under the
Western Resources Inc. Employees' 401(k) Savings Plan, were transferred to the
ONEOK Plan. At July 31, 1998, the fair market value of the assets transferred
to the ONEOK Plan were $109,158,738.
EIN: 48-0290150
PN: 004
PAGE 1 OF 2
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
Part IV-Line 4i- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of DECEMBER 31, 1999
Number Current
Description Of Units Cost Value
AIG Life, investment
contract #944 3,156,564 $3,156,564 $3,156,564
AIG Life, investment
contract #1076 2,051,703 2,051,703 2,051,703
Allstate Life Insurance Company,
investment contract #6148 3,029,070 3,029,070 3,029,070
Deutsche Bank, investment
contract #1 general account 3,346,174 3,346,174 3,346,174
Deutsche Bank, investment
contract #2, general account 8,377,359 8,377,359 8,377,359
Life of Virginia, investment
contract #GS3115 3,638,267 3,638,267 3,638,267
Natwest Markets Sam, investment
contract #185A 7,085,594 7,085,594 7,085,594
New York Life Insurance Company,
investment contract #30309 3,027,162 3,027,162 3,027,162
Principal Mutual Life Insurance
Company, investment contract
#418026-2 3,000,570 3,000,570 3,000,570
Union Bank of Switzerland,
investment contract #2127 4,962,264 4,962,264 4,962,264
EIN: 48-0290150
PN: 004
PAGE 2 OF 2
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
Part IV-Line 4i- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of DECEMBER 31, 1999
Number Current
Description Of Units Cost Value
Metropolitan Life Insurance
Company investment contract
#20105, general account 7,405,645 $ 7,405,645 $ 7,405,645
*Vanguard Prime Money Market
Fund 9,890,262 9,890,262 9,890,262
*Vanguard Windsor Fund 4,809,252 73,848,782 72,956,350
*Vanguard PRIMECAP Fund 657,982 25,776,057 40,840,917
*Vanguard 500 Index Fund 184,366 16,274,569 24,950,306
*Vanguard Wellington Fund 504,981 13,568,199 14,119,281
*Fidelity Magellan Fund 367,462 33,033,051 50,206,306
*Vanguard International Growth
Fund 105,917 1,922,464 2,382,073
*Vanguard Total Bond
Market Index Fund 131,095 1,305,925 1,253,269
*Western Resources, Inc.
Common Stock 2,050,657 50,492,703 34,861,169
*Participant Loans, at interest
rates ranging from 5.7% to 14% 10,515,864 10,515,864
Total Investments $285,708,248 $311,056,169
*Investment with party-in-interest to the Plan.
EIN: 48-0290150
PN: 004
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN
Part IV-Line 4j- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Investment/ Historical Current Value Historical
Description Type Price(1) Cost On Trans. Date Gain (Loss)
N/A
Western Resources Common Stock Fd
Purchases $20,848,295 $20,848,295
Sales 4,107,406 $4,128,951 4,107,406 $(21,545)
(1) Amounts shown in this column are costs of purchases or proceeds from
sales.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Benefits Committee for the Western Resources Inc. Employees'
401(k) Savings Plan has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
WESTERN RESOURCES, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
By:
Signature Title Date
William B. Moore Chairman June 26, 2000
Bruce A. Akin Member June 26, 2000
Carl M. Koupal, Jr. Member June 26, 2000
Richard D. Terrill Member June 26, 2000
EXHIBIT INDEX
Exhibit
Number Description of Documents Page
23 Consent of Independent Public Accountants
(filed electronically)
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 16, 2000, included in the Form 11-K for the
Western Resources, Inc. Employees' 401(k) Savings Plan, into the Company's
previously filed Registration Statements File Nos. 333-9335 and 33-57435 of
Western Resources, Inc. on Form S-8.
Arthur Andersen
Kansas City, Missouri,
June 26, 2000